Forms, etc. Each Indemnified Party agrees to furnish to ------------ Deepwater from time to time, at Deepwater's timely made written request and expense, such duly executed and properly completed forms as may be necessary or appropriate in order to claim any reduction of or exemption from any withholding or other Tax imposed by any taxing authority in respect of any payments otherwise required to be made by Deepwater pursuant to the Transaction Documents, which reduction or exemption may be available to such Indemnified Party. Each Indemnified Party agrees that it will use its reasonable best efforts to the extent permitted by Applicable Law (and to the extent such Indemnified Party is entitled to do so) to file returns or tax declarations that would minimize any indemnity payable by Deepwater; provided, that Deepwater -------- shall indemnify the Indemnified Party for any cost resulting from such Indemnified Party's filing of such return or declaration. Notwithstanding the foregoing, no Indemnified Party shall be required to furnish any form or file any return or tax declaration if it has determined in its reasonable good faith judgment that furnishing the form or filing the return or tax declaration could have a material adverse impact on the business or operations of such Indemnified Party or any Related Indemnified Party, unless the Indemnified Party is indemnified in a manner reasonably satisfactory to such Indemnified Party by Deepwater for such material adverse impact.
Appears in 1 contract
Sources: Participation Agreement (Transocean Sedco Forex Inc)
Forms, etc. Each Indemnified Party agrees to furnish to Deepwater ------------ Deepwater from time to time, at Deepwater's timely made written request and expense, such duly executed and properly completed forms as may be necessary or appropriate in order to claim any reduction of or exemption from any withholding or other Tax imposed by any taxing authority in respect of any payments otherwise required to be made by Deepwater pursuant to the Transaction Documents, which reduction or exemption may be available to such Indemnified Party. Each Indemnified Party agrees that it will use its reasonable best efforts to the extent permitted by Applicable Law (and to the extent such Indemnified Party is entitled to do so) to file returns or tax declarations that would minimize any indemnity payable by Deepwater; provided, that Deepwater -------- shall indemnify the Indemnified Party for -------- any cost resulting from such Indemnified Party's filing of such return or declaration. Notwithstanding the foregoing, no Indemnified Party shall be required to furnish any form or file any return or tax declaration if it has determined in its reasonable good faith judgment that furnishing the form or filing the return or tax declaration could have a material adverse impact on the business or operations of such Indemnified Party or any Related Indemnified Party, unless the Indemnified Party is indemnified in a manner reasonably satisfactory to such Indemnified Party by Deepwater for such material adverse impact.
Appears in 1 contract
Sources: Participation Agreement (Transocean Sedco Forex Inc)
Forms, etc. Each Indemnified Party agrees to furnish to ------------ Deepwater from time to time, at Deepwater's timely made written request and expense, such duly executed and properly completed forms as may be necessary or appropriate in order to claim any reduction of or exemption from any withholding or other Tax imposed by any taxing authority in respect of any payments otherwise required to be made by Deepwater pursuant to the Transaction Documents, which reduction or exemption may be available to such Indemnified Party. Each Indemnified Party agrees that it will use its reasonable best efforts to the extent permitted by Applicable Law (and to the extent such Indemnified Party is entitled to do so) to file returns or tax declarations that would minimize any indemnity payable by Deepwater; provided, that Deepwater -------- shall indemnify the Indemnified Party for any cost resulting from such Indemnified Party's filing of such return or declaration. Notwithstanding the foregoing, no Indemnified Party shall be required to furnish any form or file any return or tax declaration if it has determined in its reasonable good faith judgment that furnishing the form or filing the return or tax declaration could have a material adverse impact on the business or operations of such Indemnified Party or any Related Indemnified Party, unless the Indemnified Party is indemnified in a manner reasonably satisfactory to such Indemnified Party by Deepwater for such material adverse impact.
Appears in 1 contract